Terms and Conditions

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

• "Company," "We," "Us," or "Our" refers to Prism Edge, a business consulting firm registered and operating in Thailand.
• "Client" or "You" refers to any individual or organization engaging our consulting services or using our website.
• "Services" refers to business consulting services provided by Prism Edge, including leadership development, digital transition advisory, and financial restructuring guidance.
• "Agreement" refers to the contractual relationship between Prism Edge and the Client, including these Terms and Conditions and any specific engagement agreements.
• "Website" refers to prismedat.pro and all associated pages and content.
• "Deliverables" refers to reports, recommendations, presentations, or other work product provided to Clients as part of consulting engagements.

2. Acceptance of Terms

By engaging our consulting services, using our website, or communicating with Prism Edge regarding potential services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

If you do not agree to these terms, you should not engage our services or use our website.

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. Organizations must be represented by authorized individuals with appropriate authority to engage consulting services.

3. Description of Services

Prism Edge provides professional business consulting services in the following areas:

• Leadership development advisory and team effectiveness consulting
• Digital transition advisory and technology adoption support
• Financial restructuring guidance and operational improvement

Services are provided according to specifications outlined in individual engagement agreements. Each engagement includes:

• Defined scope of work and deliverables
• Timeline and milestone schedule
• Fee structure and payment terms
• Specific methodologies and approaches

Services are advisory in nature. Implementation of recommendations remains the responsibility of the Client, and Prism Edge does not guarantee specific business outcomes.

4. Engagement Process and Client Responsibilities

4.1 Initial Consultation

Potential clients may request an initial consultation to discuss needs and determine service fit. This consultation is for exploratory purposes and does not constitute a formal engagement or create obligations on either party.

4.2 Engagement Agreement

Formal consulting engagements require execution of a separate engagement agreement specifying scope, deliverables, timeline, and fees. These Terms and Conditions supplement but do not replace specific engagement agreements.

4.3 Client Obligations

Clients agree to:

• Provide timely access to necessary personnel, information, and documentation
• Designate appropriate points of contact with decision-making authority
• Participate actively in agreed-upon meetings, workshops, and review sessions
• Respond promptly to requests for clarification or feedback
• Make payment according to agreed-upon terms
• Maintain confidentiality regarding proprietary methodologies and approaches

5. Fees and Payment Terms

5.1 Fee Structure

Consulting fees are specified in individual engagement agreements. Fee structures may be project-based, time-based, or performance-based depending on the nature of services.

5.2 Payment Schedule

Unless otherwise specified, payment terms are:

• Initial payment of 30% due upon engagement agreement execution
• Progress payments tied to milestone completion
• Final payment due upon delivery of final deliverables
• All payments due within 30 days of invoice date

5.3 Expenses

Clients are responsible for reimbursing reasonable out-of-pocket expenses incurred during service delivery, including travel, accommodation, and materials, when pre-approved in writing.

5.4 Late Payment

Overdue payments accrue interest at 1.5% per month. Prism Edge reserves the right to suspend services if payments are more than 15 days overdue.

5.5 Refund Policy

Fees paid for completed work are non-refundable. If an engagement is terminated early, fees will be calculated on a pro-rata basis for work completed to date.

6. Intellectual Property Rights

6.1 Prism Edge IP

All methodologies, frameworks, tools, templates, and approaches developed by Prism Edge remain our intellectual property. Clients receive a non-exclusive, non-transferable license to use these materials solely for internal purposes related to the engagement.

6.2 Deliverables

Upon full payment, Clients receive ownership of custom deliverables created specifically for them during the engagement, excluding pre-existing Prism Edge intellectual property incorporated into those deliverables.

6.3 Client Information

Clients retain all rights to information and data provided to Prism Edge during engagements. We may use aggregated, anonymized data derived from engagements for research and service improvement.

7. Confidentiality

Both parties agree to maintain confidentiality of non-public information disclosed during engagements. This obligation includes:

• Not disclosing confidential information to third parties without written consent
• Using confidential information only for purposes related to the engagement
• Implementing reasonable measures to prevent unauthorized disclosure
• Returning or destroying confidential information upon engagement completion

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Disclaimers and Limitations of Liability

8.1 Service Disclaimer

Consulting services are provided on an "as is" basis. While we strive for excellence, we do not guarantee specific business outcomes, revenue increases, cost reductions, or other measurable results. Success depends on numerous factors beyond our control.

8.2 Professional Advice

Our services constitute business advisory services and should not be construed as legal, accounting, tax, or investment advice. Clients should consult appropriate licensed professionals for specialized advice.

8.3 Limitation of Liability

To the maximum extent permitted by Thai law:

• Prism Edge's total liability for any claim shall not exceed the fees paid for the specific engagement giving rise to the claim
• We are not liable for indirect, consequential, special, or punitive damages
• We are not liable for losses resulting from Client's failure to implement recommendations
• Claims must be brought within 12 months of the event giving rise to the claim

9. Indemnification

Clients agree to indemnify and hold harmless Prism Edge, its consultants, and affiliates from claims, damages, or expenses arising from: (a) Client's use of services contrary to these Terms, (b) Client's violation of applicable laws, (c) Client's implementation of recommendations, or (d) third-party claims related to information provided by Client.

10. Termination

10.1 Termination by Either Party

Either party may terminate an engagement with 30 days' written notice. Client remains responsible for payment of fees for work completed through the termination date plus reasonable wind-down costs.

10.2 Immediate Termination

Prism Edge may terminate immediately if Client:

• Fails to make payment when due
• Breaches confidentiality obligations
• Provides false or misleading information
• Engages in conduct that damages Prism Edge's reputation

10.3 Effect of Termination

Upon termination, all outstanding fees become immediately due, confidentiality obligations survive, and Clients must cease use of Prism Edge intellectual property.

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of Thailand. Any disputes shall be subject to the exclusive jurisdiction of Thai courts.

11.2 Informal Resolution

Parties agree to attempt good-faith resolution of disputes through direct negotiation before pursuing formal legal action. A senior representative from each party shall meet to discuss resolution within 15 days of written notice of a dispute.

11.3 Mediation

If informal resolution fails, parties agree to attempt mediation through a mutually acceptable mediator before initiating litigation.

12. General Provisions

12.1 Entire Agreement

These Terms, together with specific engagement agreements, constitute the entire agreement between parties regarding consulting services.

12.2 Amendments

Prism Edge may update these Terms periodically. Material changes will be communicated to active Clients. Continued engagement after changes constitutes acceptance.

12.3 Severability

If any provision is found unenforceable, remaining provisions continue in full force and effect.

12.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or affect our ability to enforce it later.

12.5 Assignment

Clients may not assign or transfer their rights under these Terms without our written consent. Prism Edge may assign its rights to affiliated entities.

12.6 Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, acts of government, or public health emergencies.